<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Phillips Street Trust
(Name of Registrant)
File No. 2-63350
</PAGE>
<PAGE>
FILE NO. 2-63350
Fidelity Phillips Street Trust
: Fidelity Cash Reserves
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
3,553,576,132 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
1,300,438 shares
(iv) Number of Securities Sold During Fiscal Year
26,996,770,260 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
23,441,893,690 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
23,441,893,690
$
23,441,893,690
Redemptions:
(23,228,473,621)
$
(23,228,473,621)
Net Sales Pursuant to Rule 24f-2:
213,420,069
$
213,420,069
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $73,593.64
Fidelity Phillips Street Trust
:
Fidelity Cash Reserves
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-63350
Fidelity Phillips Street Trust
: Fidelity U.S. Government Reserves
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Period ended November 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
946,732,665 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
275,602,721 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
214,137,672 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
214,137,672
$
214,137,672
Redemptions:
(214,137,672)
$
(214,137,672)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Phillips Street Trust
:
Fidelity U.S. Government Reserves
By John H. Costello
Assistant Treasurer
</PAGE>
FMR Corp.
82 Devonshire Street
Boston MA 02109-3614
617 570 7000
January 19, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Phillips Street Trust (the Trust):
Fidelity U.S. Government Reserves
Fidelity Cash Reserves (the Funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Phillips Street Trust is a Delaware business trust created under a
written Trust Instrument dated September 17, 1992.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Trust has registered an indefinite amount of shares
of beneficial interest under the Securities Act of 1933. I further understand
that, pursuant to the provisions of Rule 24f-2, the Trust intends to file with
the Securities and Exchange Commission a Notice making definite the
registration of 23,656,031,362 shares of the Trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended November 30, 1994.
I am of the opinion that all legal requirements have been complied with in the
creation of the Trust and that said Trust is a duly authorized and validly
existing business trust under the laws of the State of Delaware. In this
regard, I have relied on the opinion of Delaware counsel, Morris, Nichols,
Arsht & Tunnell, contained in a letter dated January 12, 1995, with respect to
matters of Delaware law.
I have conducted such legal and factual inquiry as I have deemed necessary for
the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are used as
defined in the Trust Instrument.
Under Article II, Section 2.01, of the Trust Instrument, the beneficial
interest in the Trust shall be divided into such transferable Shares of one or
more separate and distinct Series or classes of a Series as the Trustees shall
from time to time create and establish. The number of Shares of each Series,
and class thereof, authorized thereunder is unlimited and each Share shall be
without par value and shall be fully paid and nonassessable.
Under Article II, Section 2.06, the Trust shall consist of one or more Series
and the Trustees of each Series shall have full power and authority, in their
sole discretion, and without obtaining any prior authorization or vote of the
Shareholders of any Series of the Trust to establish and designate (and to
change in any manner) any such Series of Shares with such preferences, voting
powers, rights and privileges as the Trustees may from time to time determine,
to divide or combine the Shares into a greater or lesser number, to classify
or reclassify any issued Shares of any Series, and to take such other action
with respect to the Shares as the Trustees may deem desirable.
Under Article II, Section 2.07, the Trustees are empowered to accept
investments in the Trust in cash or securities from such persons and on such
terms as they may from time to time authorize. Such investments in the Trust
shall be credited to each Shareholder's account in the form of full Shares at
the Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole discretion,
fix the initial Net Asset Value per share of the initial capital contribution,
impose a sales charge upon investments in the Trust in such manner and at such
time as determined by the Trustees, or issue fractional shares.
By a vote adopted on September 17, 1992, the Board of Trustees authorized the
issue and sale, from time to time, of an unlimited number of shares of
beneficial interest of these Funds in accordance with the terms included in
the then current Registration Statement and subject to the limitations of
the Trust Instrument and any amendments thereto.
With respect to the period October 1, 1994 through November 30, 1994 Fidelity
U.S. Government Reserves' shares subject to the Rule 24f-2 Notice were issued
by the Fund as a portfolio of the Massachusetts business trust (the
Massachusetts Trust), created under a written Declaration of Trust under the
name "Fidelity U.S. Treasury Trust" executed and delivered in Boston,
Massachusetts on July 7, 1981. The name of the trust was changed to "Fidelity
Federal Reserves" by a Supplement to the Declaration of Trust executed on
September 30, 1981 and filed with the office of the Secretary of the
Commonwealth on October 14, 1981. It was further changed to "Fidelity U.S.
Government Reserves" by a Supplement to the Declaration of Trust filed with
the office of the Secretary of the Commonwealth on January 28, 1982. An
Amended and Restated Declaration of Trust, dated November 18, 1986, was
executed and delivered in Boston, Massachusetts on November 21, 1986. Its
name was further changed to "Fidelity Charles Street Trust" by a Supplement
to the Declaration of Trust which was executed on December 23, 1987 and filed
with the office of the Secretary of the Commonwealth on December 31, 1987.
A corrected version of the Amended and Restated Declaration of Trust, dated
November 18, 1986, was executed and delivered in Boston, Massachusetts on
November 28, 1988. An additional Supplement to the Declaration of Trust was
executed on November 1, 1989 and filed with the office of the Secretary of the
Commonwealth on November 6, 1989. An Amended and Restated Declaration of
Trust, dated November 17, 1994, was executed and delivered in Boston,
Massachusetts on January 4, 1995.
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the Massachusettes Trust shall be divided into separate and
distinct Series as the Trustees shall from time to time create and establish.
The number of Shares is unlimited and each Share is without par value and
shall be fully paid and nonassessable. The Trustees shall have full power
and authority, in their sole discretion and without obtaining any prior
authorization or vote of the Massachusetts Trust, to create and establish
(and to change in any manner) Shares with such preferences, voting powers,
rights and privileges as the Trustees may from time to time determine, to
divide or combine the Shares into a greater or lesser number, to classify or
reclassify any issued Shares into one or more Series of Shares, to abolish
any one or more Series of Shares and to take such other action with respect
to the Shares as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept investments in the
Massachusetts Trust from such persons and on such terms as they may from time
to time authorize. Such investments may be in the form of cash or securities
in which the appropriate Series is authorized to invest, valued as provided in
Article X, Section 3. After the date of the initial contribution of capital,
the number of Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding and the amount received by the
Trustees on account of the contribution shall be treated as an asset of the
Massachusetts Trust. Subsequent investments in the Massachusetts Trust
shall be credited to each Shareholder's account in the form of full Shares
at the Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole discretion,
(a) impose a sales charge upon investments in the Massachusetts Trust and
(b) issue fractional Shares.
By a vote adopted on July 7, 1981, as amended February 22, 1985, the Board of
Trustees of the Massachusetts Trust authorized the issue and sale, from time to
time, of an unlimited number of shares of the beneficial interest of the
Massachusetts Trust in accordance with the terms included in the Funds'
Prospectus and Statement of Additional Information and subject to the
limitations of the Declaration of Trust and any amendments thereto.
I am of the opinion that all necessary Trust action precedent to the issue of
Shares has been duly taken, and that all the Shares were legally and validly
issued, and are fully paid and nonassessable under Delaware law, or
Massachusetts law, respectively, for the relevant periods, except as described
in the Funds' then applicable Statement of Additional Information under the
heading "Declaration of Trust" and subject to the possibility that a court
might not apply such law as described in the Funds' Statement of Additional
Information dated January 13, 1995 under the heading "Shareholder and Trustee
Liability." In rendering this opinion, I rely on the representation by the
Trust that it or its agents received consideration for the Shares in
accordance with the Trust Instrument or Declaration of Trust, respectively,
for the relevant periods, and I express no opinion as to compliance with the
Securities Act of 1933, the Investment Company Act of 1940, or applicable
state "Blue Sky" or securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which you are
about to file under the 1940 Act with said commission.
Very truly yours,
/s/ Arthur S. Loring
Vice President - Legal
January 12, 1995
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity Phillips Street Trust
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Phillips Street Trust, a
Delaware business trust, in connection with certain matters relating to the
organization of the Trust and the issuance of Shares therein. Capitalized
terms used herein and not otherwise herein defined are used as defined in the
Trust Instrument of the Trust dated September 17, 1992 (the "Governing
Instrument").
In rendering this opinion, we have examined copies of the following documents,
each in the form provided to us: the Certificate of Trust of the Trust dated
as of November 19, 1992 and filed in the Office of the Secretary of State of
the State of Delaware (the "Recording Office") on January 21, 1993 (the
"Certificate"); the Governing Instrument; the Bylaws of the Trust; minutes of
a meeting of the Board of Trustees of the Trust, dated September 17, 1992; a
Certificate of Secretary of the Trust certifying as to the acceptance by
certain persons of their positions as trustees of the Trust; Post-Effective
Amendment No. 33 to the Trust's Registration Statement on Form N-1A (as
successor to Fidelity Cash Reserves) as filed with the Commission on January
22, 1993; and a certification of good standing of the Trust obtained as of a
recent date from the Recording Office. In such examinations, we have assumed
the genuineness of all signatures, the conformity to original documents of all
documents submitted to us as copies or drafts of documents to be executed, and
the legal capacity of natural persons to complete the execution of documents.
We have further assumed for the purpose of this opinion: (i) the due
authorization, execution and delivery by, or on behalf of, each of the parties
thereto of the above-referenced instruments, certificates and other documents,
and of all documents contemplated by the Governing Instrument and applicable
resolutions of the Trustees to be executed by investors desiring to become
Shareholders; (ii) the payment of consideration for Shares, and the application
of such consideration as provided in the Governing Instrument, and compliance
with the other terms, conditions and restrictions set forth in the Governing
Instrument and all applicable resolutions of the Trustees in connection with
the issuance of Shares (including, without limitation, the taking of all
appropriate action by the Trustees to designate Series of Shares and the
rights and preferences attributable thereto as contemplated by the Governing
Instrument); (iii) that appropriate notation of the names and addresses of,
the number of Shares held by, and the consideration paid by, Shareholders will
be maintained in the appropriate registers and other books and records of the
Trust in connection with the issuance or transfer of Shares; (iv) that no
event has occurred subsequent to the filing of the Certificate that would
cause a termination or dissolution of the Trust under Section 11.04 or 11.05
of the Governing Instrument; (v) that the activities of the Trust have been
and will be conducted in accordance with the terms of the Governing Instrument
and the Delaware Act; and (vi) that each of the documents examined by us is
in full force and effect and has not been modified, supplemented or otherwise
amended. No opinion is expressed herein with respect to the requirements of,
or compliance with, federal or state securities or blue sky laws. Further,
we have not reviewed and express no opinion on the sufficiency or accuracy of
any registration or offering documentation relating to the Trust or the
Shares. As to any facts material to our opinion, other than those assumed,
we have relied without independent investigation on the above-referenced
documents and on the accuracy, as of the date hereof, of the matters therein
contained.
Based on and subject to the foregoing, and limited in all respects to matters
of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing business trust in
good standing under the laws of the State of Delaware.
2. The Shares, when issued to Shareholders in accordance with the terms,
conditions, requirements and procedures set forth in the Governing Instrument,
will constitute legally issued, fully paid and non-assessable Shares of
beneficial interest in the Trust.
3. Under the Delaware Act and the terms of the Governing Instrument, each
Shareholder of the Trust, in such capacity, will be entitled to the same
limitation of personal liability as that extended to stockholders of private
corporations for profit; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may become a named
Trustee of the Trust. Neither the existence nor exercise of the voting rights
granted to Shareholders under the Governing Instrument will, of itself, cause
a Shareholder to be deemed a trustee of the Trust under the Delaware Act.
We understand that you wish to rely as to matters of Delaware law on the
opinion set forth above in connection with the rendering by you of an
opinion to be used as an Exhibit to a Rule 24f-2 filing to be made by the
Trust with the Commission, and we hereby consent to such reliance. Except as
provided in the foregoing sentence, the opinion set forth above is expressed
solely for the benefit of the addressee hereof and may not be relied upon by
any other person or entity for any purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
